UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2022
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 001-38134 |
| 81-4777373 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
28 Liberty Street |
| 10005 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(347) 719-4312
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||
Class A Common Stock, $0.0001 par value per share | APRN | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement Amendment
On August 7, 2022, Blue Apron Holdings, Inc. (the “Company”), entered into Amendment No. 1 to the Purchase Agreement (the “Purchase Agreement Amendment”), which amended the Purchase Agreement entered into between the Company and RJB Partners LLC (“RJB”), an affiliate of Joseph N. Sanberg, an existing holder of the Company’s Class A common stock, on April 29, 2022 (the “Original Purchase Agreement” and as amended by the Purchase Agreement Amendment, the “Amended Purchase Agreement”). As previously disclosed, the Original Purchase Agreement provided for, among other things, an aggregate $40.0 million private placement, with the first tranche of $20.0 million closing concurrently with the execution of the Original Purchase Agreement on April 29, 2022 (the “First Closing”), and the second tranche of $20.0 million to close on May 30, 2022, or such other date as may be agreed to by the Company and RJB (the “Second Closing”).
Pursuant to the Purchase Agreement Amendment, (i) the Company and RJB agreed to extend the date of the Second Closing to August 31, 2022, or such earlier date as mutually agreed to by the Company and RJB in writing, and (ii) RJB agreed to purchase from the Company on the Second Closing (a) the 1,666,667 shares of Class A common stock that RJB agreed to purchase from the Company under the Original Purchase Agreement on the Second Closing at a price of $5.00 per share instead of $12.00 per share and (b) an additional 8,333,333 shares of Class A common stock at a price of $5.00 per share, for an aggregate of 10,000,000 shares of Class A common stock for an aggregate purchase price of $50.0 million (or $5.00 per share) on the Second Closing (the “Amended Second Closing Private Placement Shares”). Pursuant to the Purchase Agreement Amendment, RJB’s obligation to complete the Second Closing is not subject to closing conditions. In addition, pursuant to the Purchase Agreement Amendment, Joseph N. Sanberg agreed to personally guarantee the payment of the aggregate purchase price of $50.0 million for the Amended Second Closing Private Placement Shares.
The Second Closing is expected to close on or before August 31, 2022, concurrently with the Company’s receipt of a $20.0 million receivable owed by an affiliate of Joseph N. Sanberg, pursuant to that certain Gift Card Sponsorship Agreement entered into on May 5, 2022 by the Company and such affiliate, as previously disclosed in the Company’s Securities and Exchange Commission filings, which obligation Joseph N. Sanberg has personally guaranteed pursuant to an amendment to such agreement.
In accordance with the terms of the Purchase Agreement Amendment, the Company has agreed, effective immediately following, and contingent upon the Second Closing, to appoint Alex Chalunkal as a member of the Company’s Board of Directors (the “Board”) to serve as a Class III director until the expiration of the standstill period set forth in that certain Purchase Agreement, dated as of September 15, 2021, by and among, the Company, RJB and the other parties thereto, as described on the Company’s Form 8-K as filed with the Securities and Exchange Commission on September 15, 2021. Mr. Chalunkal is the Chief Investment Officer to Joseph N. Sanberg. Furthermore, the Company has agreed to use $25.0 million of the proceeds from the Amended Second Closing Private Placement Shares issued to RJB on the Second Closing for strategic purposes aimed at enhancing shareholder value, including exploring share buybacks.
The foregoing descriptions of the Purchase Agreement Amendment and Original Purchase Agreement are qualified in their entirety by reference to the full text of the documents, copies of which are filed, respectively, as Exhibit 10.1 to this Current Report on Form 8-K, and Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2022, and are incorporated by reference herein.
Registration Rights Agreement Amendment
Concurrently with the execution of the Purchase Agreement Amendment, the Company and RJB entered into Amendment No. 1 to the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement Amendment”), which amended the Amended and Restated Registration Agreement entered into between the Company and RJB, on April 29, 2022 (the “Original Registration Rights Agreement”). The Registration Rights Agreement Amendment amended the Original Registration Rights Agreement to establish certain registration rights in respect of the Amended Second Closing Private Placement Shares consistent with those registration rights in respect of the shares of Class A common stock RJB agreed to purchase from the Company under the Original Purchase Agreement as described on the Company’s Form 8-K as filed with the Securities and Exchange Commission on May 5, 2022.
The foregoing descriptions of the Registration Rights Agreement Amendment and Original Registration Rights Agreement are qualified in their entirety by reference to the full text of the documents, copies of which are filed, respectively, as Exhibit 10.2 to this Current Report on Form 8-K, and Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2022, and are incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
On August 8, 2022, Blue Apron Holdings, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2022. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Current Report on Form 8-K, including the information set forth under this Item 2.02 and the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
|
|
|
10.1 | ||
10.2 | ||
99.1 |
| Press Release of Blue Apron Holdings, Inc. dated August 8, 2022 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
Exhibit |
| Description |
|
|
|
10.1 | ||
10.2 | ||
99.1 |
| Press Release of Blue Apron Holdings, Inc. dated August 8, 2022 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUE APRON HOLDINGS, INC. | ||
Date: August 8, 2022 | By: | /s/ Randy J. Greben | |
Randy J. Greben | |||
Chief Financial Officer and Treasurer | |||
Exhibit 10.1
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2022, by and among Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), RJB Partners LLC, a Delaware limited liability company (the “Purchaser”) and, solely for purposes of being bound by Section 5 of this Amendment and Section 5 of the Purchase Agreement, as amended hereby, and solely in his capacity as the Guarantor, Joseph N. Sanberg (the “Guarantor”). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below).
WHEREAS, the Company and the Purchaser are party to that certain Purchase Agreement, dated as of April 29, 2022, by and between the Company and the Purchaser (as amended, the “Purchase Agreement”); and
WHEREAS, the parties hereto mutually desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. | Amendment to Preamble of the Purchase Agreement. The first recital of the Purchase Agreement is hereby amended by deleting such recital in its entirety and replacing it with the following: |
“PURCHASE AGREEMENT, (this “Agreement”) dated as of April 29, 2022, by and among Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), RJB Partners LLC, a Delaware limited liability company (the “Purchaser”) and, solely for purposes of being bound by Section 5 hereof and solely in his capacity as Guarantor, Joseph N. Sanberg (the “Guarantor”).”
2.Amendment to Recitals of the Purchase Agreement. The first WHEREAS clause of the Purchase Agreement is hereby amended by deleting clause (ii) in its entirety and replacing it with the following:
“(ii) at the Subsequent Closing (as defined below), for an aggregate purchase price of $50,000,000, 10,000,000 shares of Class A Common Stock (the “Subsequent PIPE Shares” and, together with the Initial PIPE Shares, the “PIPE Shares”), at a price per share of $5.00 (such transactions, the “PIPE”);”
3.Amendment to Section 1 of the Purchase Agreement. Section 1 of the Purchase Agreement is hereby amended as follows:
a. | Immediately following the definition of “Government Official”, the following definition of “Guarantor” is added: |
“Guarantor” shall have the meaning set forth in the preamble hereof.
b. | The definition of “Subsequent Closing Date” is deleted in its entirety and replaced with the following: |
“Subsequent Closing Date” shall mean August 31, 2022, or such earlier date as mutually agreed by the parties in writing.”
4.Amendment to Section 2 of the Purchase Agreement. Section 2 of the Purchase Agreement is hereby amended by deleting Section 2(b)(i) in its entirety and replacing it with the following:
“(i)The Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser at the Subsequent Closing concurrently with the receipt of the purchase price, the Subsequent PIPE Shares, for an aggregate purchase price equal to $50,000,000.”
5.Amendment to Section 5 of the Purchase Agreement. Section 5 of the Purchase Agreement is hereby amended by deleting Section 5 in its entirety and replacing it with the following:
a. | As an inducement to the Company to enter into the Amendment, Guarantor hereby irrevocably and unconditionally guarantees the payment of the aggregate purchase price of $50,000,000 for the Subsequent PIPE Shares in accordance with this Agreement (the “Guarantee”). Notice of acceptance of this Guarantee, as well as demand and protest with respect to such underlying payment obligations, are hereby waived by Guarantor. This Guarantee is and shall be an irrevocable, continuing, absolute and unconditional guarantee by the Guarantor. The obligations of Guarantor under this Guarantee shall not be subject to any counterclaim, setoff, deduction or defense based on any claim Guarantor may have against the Company or any other person or entity and shall remain in full force and effect without regard to, and shall not be released, suspended, abated, deferred, reduced, limited, discharged, terminated or otherwise impaired or adversely affected by any circumstance or occurrence whatsoever, other than the full performance of the Purchaser’s obligation to pay the aggregate purchase price of $50,000,000 for the Subsequent PIPE Shares. |
6.Amendment to Section 6 of the Purchase Agreement. Section 6 of the Purchase Agreement is hereby amended as follows:
a. | Section 6(f) of the Purchase Agreement is deleted in its entirety and replaced with the following: |
“(f)The Company covenants to use the proceeds received from the New Financing Agreement and the issuance and sale of the PIPE Shares to invest in the Company’s long-term sustainable growth plan and general corporate purposes (including, without limitation, long-term sustainable growth plans, marketing, new product development and potential environmental, social and
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corporate governance initiatives identified by the Company), with $25,000,000 of such proceeds to be used for strategic purposes aimed at enhancing shareholder value (including exploring share buybacks).”
b. | A new Section 6(j) is added immediately following Section 6(i) as follows: |
“(j) Effective as of, and contingent upon, the Subsequent Closing and until the expiration of the Standstill Period, the Purchaser shall be entitled to designate the Purchaser Designee to serve as a member of the Board. The Company shall cause the Purchaser Designee to be included in the Company’s proxy statement as a nominee for election to the Board for each annual meeting that occurs prior to the expiration of the Standstill Period. The Parties acknowledge and agree that Alex Chalunkal shall be the “Purchaser Designee,” and immediately following, and contingent upon, the Subsequent Closing, Alex Chalunkal shall be appointed as a member of the Board to serve as a Class III director.
7.Amendment to Section 7 of the Purchase Agreement. Section 7 of the Purchase Agreement is hereby amended by deleting Section 7(b) in its entirety and replacing it with the following:
“[Reserved.]”
8.Fees and Expenses. Notwithstanding anything to the contrary in any agreement between the parties hereto, the Company shall, contingent upon and in connection with the Subsequent Closing, (a) reimburse (or pay on behalf of) Purchaser all amounts reflected in invoices submitted prior to the date hereof to the Company by or on behalf of the Purchaser and not yet reimbursed (or paid on behalf of) Purchaser by the Company and (b) pay the professional fees, costs and expenses of outside counsel incurred by Purchaser and its Affiliates in connection with the negotiation, preparation and consummation of the transactions contemplated hereunder, in an amount not to exceed, in the aggregate, $175,000. For clarity, the expense reimbursement obligations in this Section 8 are in lieu of, and supersede, the obligations of the Company set forth in Section 21 of the Purchase Agreement.
9.Release. Each Party hereto hereby unconditionally and irrevocably waives, releases, remises and forever discharges any and all rights, claims or losses of any type that it has had, now has or might now or hereafter have against the other Party or any of its Affiliates in respect of, relating to or arising in connection with any breach of the Purchase Agreement in each case prior to the date of this Amendment. Each Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any proceeding of any kind against the other Party or any of its Affiliates, based upon any matter purported to be released hereby, including, without any limitation, any actions, suits, demands, claims, complaints, litigation, investigations, reviews, audits, formal proceedings, arbitrations, hearings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) which the applicable Party may have against any of the other Party or its Affiliates, now or in the
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future, in each case in respect of any cause, matter or thing relating to any breach of the Purchase Agreement, in each case prior to the date of this Amendment. The parties hereto acknowledge that this Section 9 is not an admission of liability or of the accuracy of any alleged fact or claim. The parties hereto expressly agree that this Section 9 shall not be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing. Notwithstanding anything else, in the event that a Party materially breaches its obligations under Section 2(b) of the Purchase Agreement, as amended by this Amendment (or, in the case of Guarantor, under Section 5 of the Purchaser Agreement, as amended by this Amendment), this Section 9 (other than this sentence) shall be deemed null and void and of no further force or effect.
10.Miscellaneous.
a.Unless the context otherwise requires, the term “Agreement” as used in the Purchase Agreement shall be deemed to refer to the Purchase Agreement as amended by this Amendment.
b.Except as expressly set forth herein, this Amendment shall not limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties under the Purchase Agreement, and shall not alter, modify, amend or in any way affect any of the terms contained in the Purchase Agreement, which shall remain in full force and effect in accordance with its original terms.
c.The provisions of Sections 13, 14, 15, 16, 18, 20, and 22 of the Purchase Agreement shall be deemed to apply, mutatis mutandis, to this Amendment; provided that the notice address for Guarantor listed below shall be deemed added to Section 13:
“(c) if to the Guarantor, at:
Joseph N. Sanberg
528 Palisades Dr. #545
Pacific Palisades, CA 90272
Email: joseph@agopartners.com
with a copy (which shall not constitute notice) to:
Sullivan and Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067
Attention: Alison S. Ressler
Email: resslera@sullcrom.com”
d.EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE FOR THE
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ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
e.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall be considered one (1) and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or by an electronic scan delivered by electronic transmission.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Purchase Agreement as of the date first written above.
| BLUE APRON HOLDINGS, INC. | |
| | |
| By: | /s/ Linda Findley |
| Name: | Linda Findley |
| Title: | President and Chief Executive Officer |
| | |
| RJB PARTNERS LLC | |
| | |
| By: | /s/ Joseph Sanberg |
| Name: | Joseph Sanberg |
| Title: | Managing Member |
| | |
| GUARANTOR | |
| | |
| Solely for purposes of being bound by Section 5 of this Amendment and the Purchase Agreement, and solely in his capacity as Guarantor | |
| | |
| By: | /s/ Joseph Sanberg |
| | Joseph Sanberg |
| | |
[Signature Page to Amendment No. 1 to Purchase Agreement]
Exhibit 10.2
AMENDMENT NO. 1
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of August 7, 2022, by and between Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and RJB Partners LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Registration Rights Agreement (as defined below).
WHEREAS, the Company and the Purchaser are party to that certain Amended and Restated Registration Rights Agreement, dated as of April 29, 2022, by and between the Company and the Purchaser (as amended, the “Registration Rights Agreement”); and
WHEREAS, the parties hereto mutually desire to amend the Registration Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Amendment to Recitals of the Registration Rights Agreement. The third WHEREAS clause of the Registration Rights Agreement is hereby amended by deleting such WHEREAS clause in its entirety and replacing it with the following:
“the Company and the Purchaser entered into that certain Purchase Agreement, dated as of April 29, 2022, as amended by that certain Amendment No 1. to Purchase Agreement, dated as of August 7, 2022 (as amended, the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Purchaser 11,666,666 shares of Class A Common Stock (the “April 2022 PIPE Shares”);”
2.Miscellaneous.
a.Unless the context otherwise requires, the term “Agreement” as used in the Registration Rights Agreement shall be deemed to refer to the Registration Rights Agreement as amended by this Amendment.
b.Except as expressly set forth herein, this Amendment shall not limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties under the Registration Rights Agreement, and shall not alter, modify, amend or in any way affect any of the terms contained in the Registration Rights Agreement, which shall remain in full force and effect in accordance with its original terms.
c.The provisions of Section 10 of the Registration Rights Agreement shall be deemed to apply, mutatis mutandis, to this Amendment.
d.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall be considered one (1) and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or by an electronic scan delivered by electronic transmission.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Amended and Restated Registration Rights Agreement as of the date first written above.
| BLUE APRON HOLDINGS, INC. | |
| | |
| By: | /s/ Linda Findley |
| Name: | Linda Findley |
| Title: | President and Chief Executive Officer |
| RJB PARTNERS LLC | |
| | |
| By: | /s/ Joseph Sanberg |
| Name: | Joseph Sanberg |
| Title: | Managing Member |
[Signature Page to Amendment No. 1 to Amended and Restated Registration Rights Agreement]
Exhibit 99.1
Blue Apron Holdings, Inc. Reports Second Quarter 2022 Results
Company Posts Third Consecutive Quarter of Revenue Growth and Record Average Order Value
Enters Agreement For $30.0 Million in Additional Funding
New York, NY – August 8, 2022 – Blue Apron (NYSE: APRN) today announced financial results for the second quarter ended June 30, 2022 (2Q22).
Second Quarter 2022 Highlights
| ● | Net revenue rose slightly year-over-year and 6.0% sequentially to $124.2 million, inclusive of a bulk sale to an enterprise customer |
| ● | Average Order Value rose 7.1% year-over-year and 6.6% sequentially to $67.14, a record high for the company, primarily due to a pricing increase introduced in 2Q22 |
| ● | Average Revenue per Customer increased to $328 from $321 last quarter, and decreased slightly from $330 for the same period in 2021 |
| ● | Company raised $20.5 million of equity and entered into a new $30.0 million debt agreement. The new debt was used, together with cash on hand, to repay the company’s senior secured term loan, which lowers overall debt service obligations and extends debt maturity to 2027 |
| ● | On August 7, 2022, the company and RJB Partners LLC (“RJB”), an affiliate of Joseph N. Sanberg, amended the April 2022 private placement agreement pursuant to which RJB agreed to purchase from the company i) the 1,666,667 shares of Class A common stock under the original agreement at a price of $5.00 per share instead of $12.00 per share, and ii) an additional 8,333,333 shares of Class A common stock at a price of $5.00 per share, for an aggregate investment of $50.0 million for 10 million shares of Class A common stock at $5.00 per share, which is expected to close later this month. The company expects to use the proceeds of the private placement to invest in its long-term growth plan, with $25.0 million expected to be used for strategic purposes aimed at enhancing shareholder value, including exploring share buybacks. Upon closing, Alex Chalunkal, Mr. Sanberg’s Chief Investment Officer, will join the Blue Apron board |
| ● | Cash and cash equivalents were $54.0 million as of June 30, 2022, which does not reflect the $10.0 million bulk sale receivable received subsequent to quarter-end. In addition, cash and cash equivalents as of June 30, 2022 does not include the $50.0 million that the company is expected to receive from RJB pursuant to the private placement that is expected to close on or before August 31, 2022, or the payment of a $20.0 million receivable owed by an affiliate of Mr. Sanberg, which is expected to be paid on or before August 31, 2022 |
Linda Findley, Blue Apron’s President and Chief Executive Officer, commented, “We are pleased by the team’s continued execution against ‘The Next Course’ strategy in the second quarter. Our hard work resulted in continued strong performance in our key customer engagement metrics. Though significant inflation and the continued post-pandemic acceleration in travel impacted customer count, we saw encouraging signs from our new brand campaign launched in April 2022. The heightened awareness from the program drove a tangible increase in traffic to our site, and we are proactively focused on improving conversion going forward.”
“We are also pleased to have reached an agreement with RJB to increase RJB’s investment in the company pursuant to the April agreement from $20 million to $50 million, which is expected to close by the end of this
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month. This investment will strengthen our financial position and provide additional flexibility as we move forward with our long-term growth plan.”
Key Customer Metrics
Key customer metrics in the table below reflect the company’s product initiatives and targeted marketing investments along with the impact of an onion recall recovery in 2021; the seasonality of the company’s business; and other operating trends. The metrics below exclude the impact of a $10.0 million enterprise sale in the second quarter of 2022.
| Three Months Ended | |||||||
| June 30, | | March 31, | | June 30, | |||
| 2022 |
| 2022 | | 2021 | |||
Orders (in thousands) | | 1,701 |
| | 1,869 | | | 1,977 |
Customers (in thousands) | | 349 |
| | 367 | | | 375 |
Average Order Value | $ | 67.14 | | $ | 62.99 | | $ | 62.72 |
Orders per Customer |
| 4.9 | |
| 5.1 | |
| 5.3 |
Average Revenue per Customer | $ | 328 | | $ | 321 | | $ | 330 |
For a description of how Blue Apron defines and uses these key customer metrics, please see “Use of Key Customer Metrics” below.
Second Quarter 2022 Financial Results
| ● | Net revenue was $124.2 million, a 6% increase from $117.8 million in 1Q22, and a slight increase from $124.0 million in 2Q21. The year-over-year and sequential increases were due to a $10.0 million bulk sale related to a directed donation to an enterprise customer by a company related party, and an increase in Average Order Value, which reflects pricing increases introduced in the second half of 2021 and continued execution of the company’s growth strategy. |
| ● | Cost of goods sold, excluding depreciation and amortization (COGS), as a percentage of net revenue, increased 270 basis points year-over-year from 62.6% to 65.3%. The increase was primarily driven by higher food and product packaging costs due to new and enhanced product offerings and price increases due to inflationary pressure, as well as an increase in shipping and fulfillment packaging costs driven by carrier rate increases and fuel surcharges. COGS as a percentage of net revenue improved 220 basis points sequentially, mainly due to labor efficiencies realized. |
| ● | Marketing expenses were $21.8 million, or 17.5% of net revenue, a 22% decline from 1Q22, partially due to a seasonal decline in promotional spending in the second quarter and the company strategically pulling back on marketing spend due to rising media costs and inefficient returns. Marketing expenses rose 33% from 2Q21 as part of the company’s growth strategy to drive customer acquisitions and target new customers. |
| ● | Product, technology, general and administrative (PTG&A) expenses increased 5% from $36.8 million in 2Q21 to $38.5 million in 2Q22. The increase was primarily due to an increase in personnel costs to support the company’s growth strategy. As a percentage of net revenue, PTG&A increased 130 basis points year-over-year from 29.7% to 31.0%. PTG&A declined 11% from $43.3 million in 1Q22, primarily due to the purchase and retirement of $3.0 million in carbon offsets in 1Q22 in order to fulfill the company’s commitment of being carbon neutral by the end of the first quarter of 2022. |
| ● | Gain (loss) on extinguishment of debt was a gain of $0.7 million related to the termination of the company’s financing agreement in May 2022. This compares with a non-cash loss of $4.1 million in |
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| 2Q21 as a result of the amendment of the same financing agreement in May 2021, which was deemed to be an extinguishment of the existing debt for accounting purposes. |
| ● | Other income (expense), net, was $0.4 million, which was driven by a non-cash fair value adjustment related to the company’s obligation to issue warrants to its lender following the May 2021 amendment of its financing agreement, as well as a gain recognized upon the derecognition of the liability following the termination of the financing agreement in May 2022. |
| ● | Net loss was $23.1 million, and diluted loss per share was $0.68, based on 34.1 million weighted-average shares outstanding. This compares with a net loss of $18.6 million, and diluted loss per share of $0.98, in 2Q21 based on 18.9 million weighted-average shares outstanding. |
| ● | The total shares outstanding as of June 30, 2022, were 34,795,727. |
| ● | Adjusted EBITDA was a loss of $15.5 million, compared with an adjusted EBITDA loss of $3.5 million in 2Q21. |
Liquidity and Capital Resources
| ● | Cash and cash equivalents were $54.0 million as of June 30, 2022, excluding the $50.0 million that RJB is expected to close on or before August 31, 2022 and the $20.0 million receivable that is expected to be paid on or before August 31, 2022, as described below. |
| ● | Cash used in operating activities totaled $18.3 million in 2Q22, compared with cash generated of $1.1 million in the second quarter of the prior year. The higher operating cash outflow was primarily related to an increase in marketing and unfavorable working capital changes. |
| ● | Capital expenditures totaled $1.7 million in 2Q22, representing an increase of $0.4 million from 2Q21. |
| ● | Free cash flow was $(20.0) million in 2Q22, compared with $(0.2) million in the second quarter of the prior year. The change was driven by increased operating cash outflow, as well as a slight increase in capital expenditures. |
| ● | In April 2022, the company issued to Long Live Bruce, LLC, an affiliate of Joseph N. Sanberg, and Linda Findley, President and Chief Executive Officer, in separate private placements, shares of its Class A common stock at $12.00 per share, resulting in $20.5 million of gross proceeds. |
| ● | In May 2022, the company issued $30.0 million of senior secured notes, for $28.2 million of proceeds, net of original issuance discount. The proceeds, together with cash on hand, were used to pay off, in full, the company’s then-outstanding senior secured term loan |
| ● | As contemplated by the April agreement, the company agreed to issue to RJB, and RJB agreed to purchase from the company, an additional $20.0 million of the company’s Class A common stock at $12.00 per share at a second closing to be closed on May 30, 2022 or such other date as was agreed to by the company and RJB. |
| ● | On August 7, 2022, the company and RJB amended the April 2022 purchase agreement with RJB pursuant to which RJB agreed to purchase from the company, i) 1,666,667 shares of Class A common stock under the April agreement at a price of $5.00 per share instead of $12.00 per share, and ii) an additional 8,333,333 shares of Class A common stock at a price of $5.00 per share for an aggregate investment of $50.0 million for 10 million shares of Class A common stock at $5.00 per share in a private placement on or before August 31, 2022. RJB’s obligation to make this investment is not subject to closing conditions and Mr. Sanberg has agreed to personally guarantee the payment of the aggregate purchase price of $50.0 million. The company expects to invest these proceeds in its long-term growth plan, or for general corporate purposes, with $25.0 million expected to be used for strategic purposes aimed at enhancing shareholder value, including exploring share buybacks. On August 7, 2022, the |
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| company amended the gift card sponsorship agreement with an affiliate of Mr. Sanberg which added a personal guarantee from Mr. Sanberg of such affiliate’s payment obligation and extended the payment date to on or before August 31, 2022 of a $20.0 million receivable. |
| ● | Effective upon the closing of the $50.0 million investment by RJB, Alex Chalunkal will join the company’s board of directors. Mr. Chalunkal is Mr. Sanberg’s Chief Investment Officer. Mr. Chalunkal has an investment track record and associated skill sets that will complement the board’s expertise as it continues to explore strategic ways to unlock shareholder value. |
ESG Initiatives
The company continues to execute on its ESG strategy and initiatives. Recent efforts include:
| ● | The purchase of 248,000 metric tons of carbon offsets from a related party vendor to meet its 2023 and 2024 carbon neutral goals based on its 2021 estimated carbon footprint. The rate obtained was equivalent to what the company paid for its 2022 offsets. The total of $6.0 million is payable in 24 monthly installments starting on July 31, 2022. The company views carbon offsets as an important tool as the company continues to implement more practices on its path to net zero. |
| ● | Continued efforts to include ingredients that follow the company’s animal welfare guidelines. In recognition of that work, Blue Apron was rated as a “Progress Leader” in Mercy For Animals’ 2022 “Count Your Chickens Report” that assessed broiler welfare in corporate supply chains. Blue Apron was included in a group of companies that are “leading the industry and reporting measurable progress toward their broiler welfare goals.” It is a further example of the importance the company places on sourcing responsibly. |
Outlook
As a result of persistent inflationary pressures which are impacting consumer demand, the company believes it is prudent to adjust its 2022 revenue growth target to 7% to 13% compared with 2021, and focus on driving to profitability.
The company remains committed to its longer term targets, provided at its Investor Day in May 2022, of achieving adjusted EBITDA profitability in fiscal 2023 and positive operating cash flow in fiscal 2024. The company continues to expect significantly lower cash utilization in the second half of 2022 compared with the first half of the year.
The outlook for certain financial metrics above and elsewhere in this press release, reflect assumptions regarding the company’s business. These assumptions include the anticipated benefit to the company’s business from the execution of the company’s strategic growth initiatives, including the impact of the planned use of remaining proceeds from the company's closed equity capital raises, as well as a portion of the expected proceeds from the expected equity financing transaction described above and the expected cash impact of the gift card transaction described above, to increase investments in marketing and technology initiatives and infrastructure, as well as continued operational improvements. The following guidance also assumes certain gift card redemption rates and the expansion of our enterprise sale and marketplace sale channels, including the anticipation of additional bulk sale transactions relating to a planned directed donation to an enterprise customer from a company related party. The following guidance also assumes that the company will not experience any unforeseen significant disruptions in its fulfillment operations or supply chain, or any increased impacts from macroeconomic trends, such as inflation.
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Conference Call and Webcast
Blue Apron will host a conference call and live webcast today at 8:30 a.m. Eastern Time. The earnings conference call can be accessed by dialing 1-877-883-038. The conference ID is 1532649. Alternatively, participants may access the live webcast on Blue Apron’s Investor Relations website at investors.blueapron.com.
A recording of the webcast will be available on Blue Apron’s Investor Relations website at investors.blueapron.com following the conference call. Additionally, a replay of the conference call can be accessed until Monday, August 15, 2022, by dialing (877) 344-7529 or (412) 317-0088, utilizing the replay access code 3856149.
About Blue Apron
Blue Apron’s vision is Better Living Through Better Food TM. Launched in 2012, Blue Apron offers fresh, chef-designed recipes that empower home cooks to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Through its mission to spark discovery, connection and joy through cooking, Blue Apron continuously focuses on bringing incredible recipes to its customers, while minimizing its carbon footprint, reducing food waste, and promoting diversity and inclusion.
Forward-Looking Statements
This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. Blue Apron has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, the company's ability to operate as a going-concern in the event that the pending financing and gift card transaction described in this press release do not close on the expected terms, the company’s expectations regarding its expenses and revenue, its ability to grow adjusted EBITDA and achieve or maintain profitability, the sufficiency of the company’s cash resources, the company’s needs for additional financing; the company’s ability, including the timing and extent, to sufficiently manage costs and to fund investments in its operations in amounts necessary to maintain compliance with financial, environmental, sustainability and corporate governance (“ESG”), and other covenants under its indebtedness while continuing to support the execution and acceleration of its growth strategy on the company’s anticipated timelines; the company’s ability to adopt a share repurchase program in the future based on the company’s cash resources and needs, operating results, and other relevant factors; the company’s ability, including the timing and extent, to successfully support the execution of its growth strategy and to meet its outlook forecasts (including the ability to successfully increase marketing and technology improvements on the planned timeline, if at all), cost-effectively attract new customers and retain existing customers, including its ability to sustain any increase in demand resulting from both its growth strategy or the COVID-19 pandemic, and its ability to continue to expand its product offerings and distribution channels, and to continue to execute operational efficiency practices; the company’s expectations regarding, and the stability of, its supply chain, including potential shortages, interruptions and/or increased costs in the supply or delivery of ingredients, and parcel and freight carrier interruptions or delays and/or higher freight or fuel costs, as a
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result of inflation or otherwise; changes in consumer behaviors, tastes and preferences that could lead to changes in demand, including as a result of, among other things the impact of inflation or other macroeconomic factors, and to some extent, long-term impacts on consumer behavior and spending habits; the company’s ability to attract and retain qualified employees and personnel in sufficient numbers; any material and adverse impact of the COVID-19 pandemic or any future surges, including as a result of new variants and subvariants of the virus, on the company’s operations and results, such as challenges in employee recruiting and retention, any prolonged closures, or series of temporary closures, of one or both of its fulfillment centers, supply chain or carrier interruptions or delays, and any resulting need to cancel or shift customer orders; the company’s ability to effectively compete; the company’s ability to maintain and grow the value of its brand and reputation; the company’s ability to achieve its ESG goals in its anticipated timeframe, if at all; the company’s ability to maintain food safety and prevent food-borne illness incidents and its susceptibility to supplier-initiated recalls; the company’s ability to comply with modified or new laws and regulations applying to its business, or the impact that such compliance may have on its business; the company’s vulnerability to adverse weather conditions, natural disasters, wars, and public health crises, including pandemics; the company’s ability to protect the security and integrity of its data and protect against data security risks and breaches; the company’s ability to obtain and maintain intellectual property protection; and other risks more fully described in the company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022, the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on May 9, 2022 and the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 to be filed with the SEC and in other filings that the company may make with the SEC in the future. The company assumes no obligation to update any forward-looking statements contained in this press release, whether as a result of any new information, future events, or otherwise.
Use of Non-GAAP Financial Information
This press release includes non-GAAP financial measures, adjusted EBITDA and free cash flow, that are not prepared in accordance with, nor an alternative to, financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.
The company defines adjusted EBITDA as net earnings (loss) before interest income (expense), net, other operating expense, gain (loss) on extinguishment of debt, other income (expense) net, benefit (provision) for income taxes and depreciation and amortization, adjusted to eliminate share-based compensation expense. The company presents adjusted EBITDA because it is a key measure used by the company’s management and board of directors to understand and evaluate the company’s operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the company believes that the exclusion of certain items in calculating adjusted EBITDA can produce a useful measure for period-to-period comparisons of the company’s business. Further, Blue Apron uses adjusted EBITDA to evaluate its operating performance and trends and make planning decisions, and it believes that adjusted EBITDA helps identify underlying trends in its business that could otherwise be masked by the effect of the items that the company excludes. Accordingly, Blue Apron believes that adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results, enhancing the overall understanding of the company’s past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in its financial and operational decision-making.
There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the most directly comparable GAAP equivalent. Some of these limitations are:
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| ● | adjusted EBITDA excludes share-based compensation expense, as share-based compensation expense has recently been, and will continue to be for the foreseeable future, a significant recurring expense for the company’s business and an important part of its compensation strategy; |
| ● | adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future; |
| ● | adjusted EBITDA excludes (gain) loss on extinguishment of debt, as these represent primarily non-cash accounting adjustments; |
| ● | adjusted EBITDA does not reflect other (income) expense net, as this represents changes in the fair value of the liability-classified warrant obligation as of each reporting period, which were required to be settled in either cash, which would have harmed our liquidity, or our Class A common shares, which would have resulted in dilution to our stockholders; |
| ● | adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest, which reduces cash available to us; |
| ● | adjusted EBITDA does not reflect income tax payments that reduce cash available to us; and |
| ● | other companies, including companies in the company’s industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
The company defines free cash flow as net cash from (used in) operating activities less purchases of property and equipment. The company presents free cash flow because it is used by the company’s management and board of directors as an indicator of the amount of cash the company generates or uses and to evaluate the company’s ability to satisfy current and future obligations and to fund future business opportunities. Accordingly, Blue Apron believes that free cash flow provides useful information to investors and others in understanding and evaluating its operating results, enhancing the overall understanding of the company’s ability to satisfy its financial obligations and pursue business opportunities, and allowing for greater transparency with respect to a key financial metric used by its management in its financial and operational decision making.
There are a number of limitations related to the use of free cash flow rather than net cash from (used in) operating activities, which is the most directly comparable GAAP equivalent. Some of these limitations are:
| ● | free cash flow is not a measure of cash available for discretionary expenditures since the company has certain non-discretionary obligations such as debt repayments or capital lease obligations that are not deducted from the measure; and |
| ● | other companies, including companies in the company’s industry, may calculate free cash flow differently, which reduces its usefulness as a comparative measure. |
Because of these limitations, adjusted EBITDA and free cash flow should be considered together with other financial information presented in accordance with GAAP. A reconciliation of these non-GAAP financial measures to the most directly comparable measures calculated in accordance with GAAP is set forth below under the heading “Reconciliation of Non-GAAP Financial Measures.”
Use of Key Customer Metrics
This press release includes various key customer metrics that the company uses to evaluate our business and operations, measure its performance, identify trends affecting its business, project its future performance, and make strategic decisions. You should read these metrics in conjunction with the company’s financial statements. The company defines and determines its key customer metrics as follows:
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Orders
The company defines Orders as the number of paid orders by Customers across the company’s meal, wine and market products sold on its e-commerce platforms and, beginning in 2Q22, through third-party sales platforms in any reporting period, inclusive of orders that may have eventually been refunded or credited to customers.
Customers
The company determines its number of Customers by counting the total number of individual customers who have paid for at least one Order from Blue Apron across the company’s meal, wine or market products sold on its e-commerce platforms and, beginning in 2Q22, through third-party sales platforms in a given reporting period.
Average Order Value
The company defines Average Order Value as the company’s net revenue from its meal, wine and market products sold on its e-commerce platforms and, beginning in 2Q22, through third-party sales platforms, in a given reporting period divided by the number of Orders in that period. For 2Q22, Average Order Value excludes the $10.0 million bulk enterprise sale. If the bulk sale is included, Average Order Value for 2Q22 would be $73.04.
Orders per Customer
The company defines Orders per Customer as the number of Orders in a given reporting period divided by the number of Customers in that period.
Average Revenue per Customer
The company defines Average Revenue per Customer as the company’s net revenue from its meal, wine and market products sold on the company’s e-commerce platforms and, beginning in 2Q22, through third-party sales platforms in a given reporting period divided by the number of Customers in that period. For 2Q22, Average Revenue per Customer excludes the $10.0 million bulk enterprise sale. If the bulk sale is included, Average Revenue per Customer for 2Q22 would be $356.
Media Contact
Muriel Lussier
Blue Apron
muriel.lussier@blueapron.com
Investor Contact
Tip Fleming
Blue Apron
investor.relations@blueapron.com
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BLUE APRON HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30, | | December 31, | ||
| 2022 | | 2021 | ||
ASSETS | |
|
| |
|
CURRENT ASSETS: | |
|
| |
|
Cash and cash equivalents | $ | 54,028 | | $ | 82,160 |
Accounts receivable, net |
| 276 | |
| 234 |
Related party receivables | | 10,000 | | | — |
Inventories, net |
| 28,856 | |
| 24,989 |
Prepaid expenses and other current assets |
| 15,519 | |
| 12,249 |
Total current assets |
| 108,679 | |
| 119,632 |
Property and equipment, net |
| 100,397 | |
| 108,355 |
Other noncurrent assets |
| 6,995 | |
| 3,719 |
TOTAL ASSETS | $ | 216,071 | | $ | 231,706 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
| |
|
|
CURRENT LIABILITIES: |
|
| |
|
|
Accounts payable | $ | 40,653 | | $ | 27,962 |
Current portion of related party payables | | 6,000 | | | — |
Current portion of long-term debt | | — | | | 3,500 |
Accrued expenses and other current liabilities |
| 29,507 | |
| 31,951 |
Deferred revenue |
| 13,308 | |
| 7,958 |
Warrant obligation | | — | | | 8,001 |
Total current liabilities |
| 89,468 | |
| 79,372 |
Long-term debt | | 27,217 | | | 25,886 |
Facility financing obligation | | 35,832 | | | 35,886 |
Related party payables | | 3,000 | | | — |
Other noncurrent liabilities |
| 8,156 | |
| 10,509 |
TOTAL LIABILITIES |
| 163,673 | |
| 151,653 |
TOTAL STOCKHOLDERS’ EQUITY |
| 52,398 | |
| 80,053 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 216,071 | | $ | 231,706 |
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BLUE APRON HOLDINGS, INC.
Condensed Consolidated Statement of Operations
(In thousands, except share and per-share data)
(Unaudited)
| Three Months Ended | | Six Months Ended | ||||||||
| June 30, | | June 30, | ||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net revenue | $ | 124,237 | | $ | 124,010 | | $ | 241,988 | | $ | 253,716 |
Operating expenses: | | | | | | | | | | | |
Cost of goods sold, excluding depreciation and amortization |
| 81,158 | |
| 77,585 | |
| 160,648 | |
| 159,177 |
Marketing |
| 21,776 | |
| 16,316 | |
| 49,690 | |
| 36,256 |
Product, technology, general and administrative |
| 38,510 | |
| 36,802 | |
| 81,767 | |
| 73,353 |
Depreciation and amortization | | 5,464 | | | 5,612 | | | 10,868 | | | 11,232 |
Total operating expenses |
| 146,908 | |
| 136,315 | |
| 302,973 | |
| 280,018 |
Income (loss) from operations |
| (22,671) | |
| (12,305) | |
| (60,985) | |
| (26,302) |
Gain (loss) on extinguishment of debt | | 650 | | | (4,089) | | | 650 | | | (4,089) |
Interest income (expense), net | | (1,435) | | | (2,731) | | | (3,205) | | | (4,439) |
Other income (expense), net |
| 387 | |
| 548 | |
| 2,033 | |
| 548 |
Income (loss) before income taxes |
| (23,069) | |
| (18,577) | |
| (61,507) | |
| (34,282) |
Benefit (provision) for income taxes |
| (54) | |
| (10) | |
| (65) | |
| (26) |
Net income (loss) | $ | (23,123) | | $ | (18,587) | | $ | (61,572) | | $ | (34,308) |
| | | | | | | | | | | |
Net income (loss) per share - basic | $ | (0.68) | | $ | (0.98) | | $ | (1.86) | | $ | (1.86) |
Net income (loss) per share - diluted | $ | (0.68) | | $ | (0.98) | | $ | (1.86) | | $ | (1.86) |
Weighted-average shares outstanding - basic | | 34,073,695 | | | 18,876,600 | | | 33,185,992 | | | 18,410,729 |
Weighted-average shares outstanding - diluted | | 34,073,695 | | | 18,876,600 | | | 33,185,992 | | | 18,410,729 |
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BLUE APRON HOLDINGS, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
| Six Months Ended | ||||
| June 30, | ||||
| 2022 |
| 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
Net income (loss) | $ | (61,572) | | $ | (34,308) |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | | | | | |
Depreciation and amortization of property and equipment |
| 10,868 | |
| 11,232 |
Loss (gain) on disposal of property and equipment |
| 135 | |
| — |
Loss (gain) on extinguishment of debt | | (650) | | | 4,089 |
Loss (gain) upon derecognition of Blue Torch warrant obligation | | (214) | | | — |
Changes in fair value of warrant obligation | | (1,819) | | | (548) |
Changes in reserves and allowances |
| 66 | |
| 132 |
Share-based compensation |
| 4,039 | |
| 5,465 |
Non-cash interest expense | | 450 | | | 807 |
Changes in operating assets and liabilities: | | 1,577 | | | 2,253 |
Net cash from (used in) operating activities |
| (47,120) | |
| (10,878) |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
Purchases of property and equipment |
| (2,985) | |
| (3,009) |
Proceeds from sale of property and equipment | | 111 | | | 1,302 |
Net cash from (used in) investing activities |
| (2,874) | |
| (1,707) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
Net proceeds from debt issuances | | 28,200 | | | — |
Net proceeds from equity and warrant issuances |
| 25,500 | |
| 21,571 |
Repayments of debt | | (30,625) | | | (1,750) |
Payments of debt and equity issuance costs | | (1,143) | | | (572) |
Receipt of funds held in escrow | | — | | | 5,000 |
Release of funds held in escrow | | — | | | (5,000) |
Principal payments on capital lease obligations |
| (69) | |
| (77) |
Net cash from (used in) financing activities |
| 21,863 | |
| 19,172 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
| (28,131) | |
| 6,587 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period |
| 83,597 | |
| 45,842 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | $ | 55,466 | | $ | 52,429 |
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BLUE APRON HOLDINGS, INC.
Reconciliation of Non-GAAP Financial Measures
(In thousands)
(Unaudited)
| Three Months Ended | |||||||
| June 30, | | March 31, | | June 30, | |||
| 2022 |
| 2022 |
| 2021 | |||
Reconciliation of net income (loss) to adjusted EBITDA | |
|
| |
|
| |
|
Net income (loss) | $ | (23,123) | | $ | (38,449) | | $ | (18,587) |
Share-based compensation |
| 1,704 | |
| 2,173 | |
| 3,146 |
Depreciation and amortization |
| 5,464 | |
| 5,404 | |
| 5,612 |
Loss (gain) on extinguishment of debt | | (650) | | | — | | | 4,089 |
Interest (income) expense, net |
| 1,435 | |
| 1,770 | |
| 2,731 |
Other (income) expense, net | | (387) | | | (1,646) | | | (548) |
Provision (benefit) for income taxes |
| 54 | |
| 11 | |
| 10 |
Adjusted EBITDA | $ | (15,503) | | $ | (30,737) | | $ | (3,547) |
| Three Months Ended | | Six Months Ended | ||||||||
| June 30, | | June 30, | ||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Reconciliation of net cash from (used in) operating activities to free cash flow | | | | | | | | | | | |
Net cash from (used in) operating activities | $ | (18,322) | | $ | 1,073 | | $ | (47,120) | | $ | (10,878) |
Purchases of property and equipment |
| (1,664) | |
| (1,263) | |
| (2,985) | |
| (3,009) |
Free cash flow | $ | (19,986) | | $ | (190) | | $ | (50,105) | | $ | (13,887) |
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